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Consultancy Services - Terms and Conditions

Definitions and Interpretation

Additional Charges - means any additional costs incurred by Jackie Jarvis t/a Jackie Jarvis as a result of specification variations or the actions or inactions of the Client or its agents for which Jackie Jarvis t/a Jackie Jarvis will be reimbursed by the Client;
Client - means the person or company for whom Jackie Jarvis t/a Jackie Jarvis has agreed to provide the Specified Consultancy Service in accordance with these Conditions;
Conditions - means Jackie Jarvis t/a Jackie Jarvis’s standard terms and conditions for the supply of consultancy services set out in this document;
Contract - means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Consultancy Service;
Contract Period - means the time to complete the Specified Consultancy Service stated in the Specification;
Document - includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, film, negative, tape or other device embodying visual images and any disc, tape, flash drive or other device embodying any other data;
Input Material - means any Documents or other materials, and any data or other information provided by the Client to Jackie Jarvis t/a Jackie Jarvis relating to the Specified Consultancy Service;
Key Personnel - means any key Jackie Jarvis t/a Jackie Jarvis personnel named in the Specification;
Output Material - means any Documents or other materials, and any data or other information provided by Jackie Jarvis t/a Jackie Jarvis to the Client relating to the Specified Service;
Parties - means the Client and Jackie Jarvis t/a Jackie Jarvis;
Price - means the price or fee to be paid by the Client to Jackie Jarvis t/a Jackie Jarvis for the Specified Consultancy Service;
Special and Overriding Terms and Conditions - means any additional terms and conditions included in the Specification that are in addition to and/ or override these Conditions.
Specification - means the details of the Specified Consultancy Service;
Specified Consultancy Service - means the service to be provided by Jackie Jarvis t/a Jackie Jarvis for the Client and referred to in the Specification;
Jackie Jarvis - is a trading name of Jackie Jarvis t/a Jackie Jarvis, Sole trader, VAT No: 670100582.

1. SUPPLY OF THE SPECIFIED CONSULTANCY SERVICE

1.1 Jackie Jarvis t/a Jackie Jarvis shall provide the Specified Consultancy Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Consultancy Service, the Specification, the Conditions or any Special and Overriding Terms and Conditions must be agreed in writing by Jackie Jarvis t/a Jackie Jarvis and the Client.
1.2 No terms or conditions endorsed upon, delivered with or contained in the order or similar from the Client shall form part of the Contract.
1.3 In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.
1.4 The Specified Consultancy Service shall be provided in accordance with the Specification provided by Jackie Jarvis t/a Jackie Jarvis and otherwise in accordance with Jackie Jarvis t/a Jackie Jarvis’s current brochure or other published literature relating to the Consultancy Services from time to time, subject to these Terms and Conditions.
1.5 Jackie Jarvis t/a Jackie Jarvis may correct any typographical or other errors or omissions in any quotation, brochure, promotional literature or other Document relating to the provision of the Specified Consultancy Service without any liability to the Client.
1.6 Jackie Jarvis t/a Jackie Jarvis may at any time without notifying the Client make any changes to the Specified Consultancy Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
1.7 No order submitted by the Client shall be deemed to be accepted by Jackie Jarvis t/a Jackie Jarvis unless and until confirmed in writing by Jackie Jarvis t/a Jackie Jarvis.
1.8 The Client shall be responsible to Jackie Jarvis t/a Jackie Jarvis for ensuring the accuracy of the terms of any order.
1.9 No order which has been accepted by Jackie Jarvis t/a Jackie Jarvis may be cancelled by the Client except with the agreement in writing of Jackie Jarvis t/a Jackie Jarvis and on terms that the Client shall indemnify Jackie Jarvis t/a Jackie Jarvis in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by Jackie Jarvis t/a Jackie Jarvis as a result of cancellation.
1.10 The Client shall supply Jackie Jarvis t/a Jackie Jarvis with all necessary Input Materials within sufficient time to enable Jackie Jarvis t/a Jackie Jarvis to provide the Specified Consultancy Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
1.11 The Client shall retain duplicate copies of all Input Material.
1.12 Jackie Jarvis t/a Jackie Jarvis shall have no liability for any loss or damage of Input Material, however caused.

2. GENERAL DUTIES OF JACKIE JARVIS t/a JACKIE JARVIS

2.1 Jackie Jarvis t/a Jackie Jarvis shall provide the Specified Consultancy Services to the Client in a professional manner with due care and diligence to the best of its abilities.
2.2 Jackie Jarvis t/a Jackie Jarvis accepts no liability for the use of any information or data provided.
2.3 Jackie Jarvis t/a Jackie Jarvis shall not be restricted in providing similar services to other third parties.
2.4 Jackie Jarvis t/a Jackie Jarvis shall supply the Specified Consultancy Service using the Key Personnel where identified and shall have the right to nominate alternative personnel if any or all of the Key Personnel become unavailable.

3. WORK ON CLIENT’S PREMISES

3.1 Where Jackie Jarvis t/a Jackie Jarvis requires access to the Client’s premises for the purposes of performance of the Specified Consultancy Service the Client shall provide reasonable access and all services necessary to permit Jackie Jarvis t/a Jackie Jarvis to fulfil its obligations under the Contract at mutually convenient times.
3.2 Jackie Jarvis t/a Jackie Jarvis will commit no act or omission at the Client’s premises which would render the Client liable to any person and Jackie Jarvis t/a Jackie Jarvis shall observe the Client’s regulations and provisions in force relating to the safety of persons when using the Client’s premises.

4. PRICE OF SERVICES

4.1 The Price, unless otherwise so stated, shall be exclusive of value added tax which shall be payable by the Client (subject to receipt of a VAT invoice) at the rate prevailing at the relevant tax point.
4.2 The Price includes the cost of all Materials unless otherwise expressly stated in the Contract.
4.3 Exceptional costs including exceptional travelling costs may be itemised separately in the specification or subject to a separate additional charge based on actual costs incurred by Jackie Jarvis t/a Jackie Jarvis.
4.4 No variation in the Price will be accepted by Jackie Jarvis t/a Jackie Jarvis without its express consent in writing by a Director.

5. TERMS OF PAYMENT

5.1 In the event of no special payment terms being specified payment of the Price shall be made 50% with order and 50% paid within 30 days of the date of the invoice for each and all invoices.
5.2 Trade credit terms can only offered by Jackie Jarvis t/a Jackie Jarvis if approved by a Director of Jackie Jarvis t/a Jackie Jarvis.
5.3 The Client may not withhold payment for any disputed amount greater than the value of rectifying the disputed element of the Specified Consultancy Service.
5.4 If payment is not made on the due date, Jackie Jarvis t/a Jackie Jarvis shall be entitled without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 per cent above the base rate from time to time of Barclays Bank PLC from the due date until the outstanding amount is paid in full.
5.5 If any payment is not received on the due date Jackie Jarvis t/a Jackie Jarvis reserves the right to cease providing any Service until the payment is received.

6. VARIATIONS AND ADDITIONAL CHARGES

6.1 Jackie Jarvis t/a Jackie Jarvis shall make Additional Charges to the Client for any variation requested by the Client that results in additional costs being incurred by Jackie Jarvis t/a Jackie Jarvis.
6.2 Jackie Jarvis t/a Jackie Jarvis shall give not less than two weeks’ written notice to the Client of its intention to invoice the Additional Charges.
6.3 All Additional Charges are exclusive of any value added tax, for which the Client shall be additionally liable. 6.4 Jackie Jarvis t/a Jackie Jarvis’s Additional Charges shall be paid by the Client together with any applicable value added tax and without any set-off or other deduction within 30 days of the date of Jackie Jarvis t/a Jackie Jarvis’s invoice.
6.5 No variations to the Contract shall be made or binding unless agreed in writing by the Parties.

7. INTELLECTUAL PROPERTY RIGHT AND RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL

7.1 Any Background Intellectual Property shall belong to the Party that created it. 7.2 Any Input Material originating from the Client shall belong to the Client.
7.3 All Foreground Intellectual Property shall belong to the Heart of Business subject only to the right of the Client to use that intellectual property for the purposes of utilising the Specified Consultancy Service by way of a non exclusive licence subject only to payment in full of all sums payable under the Contract unless otherwise agreed in writing between the two Parties.
7.4 Any Output Material shall, unless otherwise agreed in writing between the Client and Jackie Jarvis t/a Jackie Jarvis, belong to Jackie Jarvis t/a Jackie Jarvis, subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Consultancy Service by way of a non exclusive licence subject only to payment in full of all sums payable under the Contract.
7.5 Any Input Material or other information provided by the Client which is so designated by the Client shall be kept confidential by Jackie Jarvis t/a Jackie Jarvis, and all Output Material or other information provided by Jackie Jarvis t/a Jackie Jarvis which is so designated by Jackie Jarvis t/a Jackie Jarvis shall be kept confidential by the Client, except that the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
7.6 The Client warrants that any Input Material and its use by Jackie Jarvis t/a Jackie Jarvis for the purpose of providing the Specified Consultancy Service will not infringe the copyright or other rights of any third party and the Client shall indemnify Jackie Jarvis t/a Jackie Jarvis against any loss, damages costs expenses or other claims arising from any such infringement.
7.7 Subject to clause 7.6, Jackie Jarvis t/a Jackie Jarvis warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Consultancy Service will not infringe the copyright or other rights of any third party and Jackie Jarvis t/a Jackie Jarvis shall indemnify the Client against any loss damages costs expenses or other claims arising from any such infringement.

8. FORCE MAJEURE

8.1 If either party is affected by Force Majeure it shall forthwith inform the other party in writing of the matters constituting the Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
8.2 Jackie Jarvis t/a Jackie Jarvis shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. If a default due to any of these matters shall continue for 60 days, Jackie Jarvis t/a Jackie Jarvis shall have the right to terminate the Contract without liability to the Client by serving written notice on the Client.
8.3 Save as provided for in clause 8 a Force Majeure shall not entitle the Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.

9. WARRANTIES AND LIABILITY

9.1 Jackie Jarvis t/a Jackie Jarvis warrants to the Client that the Specified Consultancy Service will be provided using reasonable care and skill and, as far as reasonably possible in accordance with the Specification and at the intervals and within the times referred to in the Specification.
9.2 Where in connection with the provision of the Specified Consultancy Service Jackie Jarvis t/a Jackie Jarvis supplies any goods or services supplied by a third party Jackie Jarvis t/a Jackie Jarvis does not give any warranty guarantee or other term as to their quality fitness for purpose or otherwise but shall where possible assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Jackie Jarvis t/a Jackie Jarvis.
9.3 Any claim by the Client of any breach by Jackie Jarvis t/a Jackie Jarvis of the Contract or these Conditions (including the warranty contained in Clause 9.1 above), must be notified to Jackie Jarvis t/a Jackie Jarvis within 10 working days of the supply of the Specified Consultancy Service. If the Client does not notify Jackie Jarvis t/a Jackie Jarvis accordingly, the Client will be deemed to have accepted the Specified Consultancy Service and Jackie Jarvis t/a Jackie Jarvis shall have no liability in relation to the provision of the Specified Consultancy Service and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, Jackie Jarvis t/a Jackie Jarvis will at its sole discretion either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.
9.4 Jackie Jarvis t/a Jackie Jarvis shall have no liability to the Client for any loss damage costs expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
9.5 Except in respect of death or personal injury caused by Jackie Jarvis t/a Jackie Jarvis’s negligence or as expressly provided in these Conditions Jackie Jarvis t/a Jackie Jarvis shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Jackie Jarvis t/a Jackie Jarvis, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of Jackie Jarvis t/a Jackie Jarvis under or in connection with the Contract shall not exceed the amount of Jackie Jarvis t/a Jackie Jarvis’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
9.6 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. Jackie Jarvis t/a Jackie Jarvis shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of Jackie Jarvis t/a Jackie Jarvis’s obligations in relation to the Specified Service. Unless stated in the Overriding Terms and Conditions time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract.

10. CONFIDENTIALITY

10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client Jackie Jarvis t/a Jackie Jarvis or its agents and any other confidential information concerning Jackie Jarvis t/a Jackie Jarvis’s business or its products which the Client may obtain and the Client shall restrict disclosure or such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to Jackie Jarvis t/a Jackie Jarvis and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.

11. TERMINATION

11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
11.2 The cost of all and any work completed by Jackie Jarvis t/a Jackie Jarvis up to the date of termination and any costs incurred by Jackie Jarvis t/a Jackie Jarvis as a result of a cancellation by the Client under clause 11.1 will be payable by the Client to Jackie Jarvis t/a Jackie Jarvis.

12. DATA PROTECTION

12.1 Jackie Jarvis t/a Jackie Jarvis will only use any personal information made available to it for the purpose of providing the Specified Consultancy Service to the Client outlined in the Contract.

13. GOVERNING LAW

13.1 The construction, validity and performance of the Contract and these terms and conditions shall be governed and construed in accordance with English law.

14. GENERAL

14.1 These Conditions (together with the terms, if any, set out in the Specification and/or Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.5 When Services are provided by Jackie Jarvis t/a Jackie Jarvis as part of a Government funded scheme the Client shall keep and make available for audit by Jackie Jarvis t/a Jackie Jarvis or Government auditors all records relating to the Services including any Baseline, Outputs or Results data for a period of six years from the completion of the Contract or any alternative date provided in writing by Jackie Jarvis t/a Jackie Jarvis.

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